Atlantic Union Bankshares Corp S-4/A, filed Sep 26, 2023

Atlantic Union Bankshares Corp (AUB)

S-4/A 2023-09-26

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Added on October 18, 2026

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Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

	Atlantic Union Common Stock			American National Common Stock			Implied Value of Merger Consideration
July 24, 2023		$	30.94		$	31.60		$	41.77
September 22, 2023		$	28.10		$	36.98		$	37.94

	Atlantic Union Bankshares Corporation			American National Bankshares Inc.
	4300 Cox Road Richmond, Virginia 23060 Attention: Rachael R. Lape Executive Vice President, General Counsel and Corporate Secretary Telephone: (804) 633-5031			628 Main Street Danville, Virginia 24541 Attention: Jeffrey W. Farrar Senior Executive Vice President, Chief Operating and Chief Financial Officer Telephone: (434) 792-5111

	Page
QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGERS AND THE SPECIAL MEETING		1
SUMMARY		8
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		16
RISK FACTORS		18
Risks Relating to the Mergers		18
Risks Relating to the Combined Company’s Business Following the Mergers		21
THE SPECIAL MEETING		24
Date, Time and Place of the Special Meeting		24
Purpose of the Special Meeting		24
Recommendation of the American National Board of Directors		24
Record Date and Quorum		24
Vote Required; Treatment of Abstentions and Failure to Vote		25
Shares Held by Directors and Executive Officers		25
Voting of Proxies; Incomplete Proxies		25
Revocability of Proxies and Changes to an American National Shareholder’s Vote		26
Solicitation of Proxies		27
Attending the Special Meeting		27
Assistance		27
THE AMERICAN NATIONAL PROPOSALS		28
INFORMATION ABOUT THE COMPANIES		30
THE MERGER		31
Terms of the Merger		31
Background of the Merger		31
American National’s Reasons for the Merger and Recommendation of the American National Board of Directors		38
Opinion of American National’s Financial Advisor		41
Certain Unaudited Prospective Financial Information		52
Atlantic Union’s Reasons for the Merger		55
Governance of Atlantic Union Following the Completion of the Merger		57
Interests of American National’s Directors and Executive Officers in the Merger		57
Potential Payments and Benefits to American National’s Named Executive Officers in Connection with a Change in Control		60
Regulatory Approvals Required for the Mergers		61
Accounting Treatment of the Merger		62
Public Trading Markets		62
Appraisal Rights of American National Shareholders		62
THE MERGER AGREEMENT		63
Structure of the Mergers		63
Treatment of the Restricted Stock Awards		64
Surviving Corporation Governing Documents, Directors and Officers		64
Closing and Effective Time		64

	Page
Conversion of Shares; Exchange Procedures		64
Representations and Warranties		65
Covenants and Agreements		68
Agreement Not to Solicit Other Offers		72
Special Meeting and Recommendation of the American National Board of Directors		74
Conditions to Completion of the Merger		74
Termination of the Merger Agreement		75
Effect of Termination		76
Termination Fee		76
Expenses		76
Amendments, Extensions and Waivers		77
Affiliate Agreements		77
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER		78
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		81
COMPARISON OF SHAREHOLDERS’ RIGHTS		90
LEGAL MATTERS		107
EXPERTS		107
OTHER MATTERS		107
ATLANTIC UNION ANNUAL MEETING SHAREHOLDER PROPOSALS		108
AMERICAN NATIONAL ANNUAL MEETING SHAREHOLDER PROPOSALS		108
WHERE YOU CAN FIND MORE INFORMATION		108

	Annex A:			Agreement and Plan of Merger, dated as of July 24, 2023, by and between Atlantic Union Bankshares Corporation and American National Bankshares Inc.
	Annex B:			Form of Affiliate Agreement, by and among Atlantic Union Bankshares Corporation, American National Bankshares Inc. and directors and certain executive officers of American National Bankshares Inc.
	Annex C:			Opinion of Keefe, Bruyette & Woods, Inc.

			Selected Companies
	Atlantic Union		75th Percentile		Average		Median		25th Percentile
LTM Core Return on Average Assets(1)		1.19%		1.28%		1.24%		1.21%		1.19%
LTM Core Return on Average Tangible Common Equity(1)		17.6%		16.9%		15.4%		15.3%		13.4%
LTM Core Pre-Tax Pre-Provision Return on Average Assets(2)		1.63%		1.93%		1.83%		1.77%		1.66%
LTM Net Interest Margin		3.47%		3.68%		3.47%		3.31%		3.30%
LTM Fee Income / Revenue Ratio		14.4%		19.1%		17.2%		15.5%		13.9%
LTM Efficiency Ratio		55.2%		49.0%		52.8%		51.4%		57.6%

			Selected Companies
	American National		75th Percentile		Average		Median		25th Percentile
LTM Core Return on Average Assets(1)		1.13%		1.33%		1.15%		1.08%		1.00%
LTM Core Return on Average Tangible Common Equity(1)		15.0%		16.5%		13.6%		13.9%		11.0%
LTM Core Pre-Tax Pre-Provision Return on Average Assets(2)		1.52%		1.82%		1.70%		1.63%		1.39%
LTM Net Interest Margin		3.12%		4.14%		3.78%		3.50%		3.25%
LTM Fee Income / Revenue Ratio		15.9%		20.9%		16.2%		16.0%		12.1%
LTM Efficiency Ratio		57.0%		53.5%		59.7%		61.4%		67.2%

Acquiror			Acquired Company
Washington Federal, Inc.			Luther Burbank Corporation
Prosperity Bancshares, Inc.			First Bancshares of Texas, Inc.
Seacoast Banking Corporation of Florida			Professional Holding Corp.
Brookline Bancorp, Inc.			PCSB Financial Corporation
United Community Banks, Inc.			Progress Financial Corporation
Origin Bancorp, Inc.			BT Holdings, Inc.
Simmons First National Corporation			Spirit of Texas Bancshares, Inc.
First Merchants Corporation			Level One Bancorp, Inc.
Old Second Bancorp, Inc.			West Suburban Bancorp, Inc.
South State Corporation			Atlantic Capital Bancshares, Inc.
United Community Banks, Inc.			Reliant Bancorp, Inc.
F.N.B. Corporation			Howard Bancorp, Inc.
Columbia Banking System, Inc.			Bank of Commerce Holdings
First Foundation Inc.			TGR Financial, Inc.
United Bankshares, Inc.			Community Bankers Trust Corporation
First Bancorp			Select Bancorp, Inc.
Enterprise Financial Services Corp			First Choice Bancorp
Eastern Bankshares, Inc.			Century Bancorp, Inc.
Peoples Bancorp Inc.			Premier Financial Bancorp, Inc.

	Atlantic Union % of Total		American National % of Total
Ownership at 1.35x merger exchange ratio:		84%		16%
Market Information:
Pre-Transaction Market Capitalization		87%		13%
Balance Sheet:
Assets		87%		13%
Gross Loans Held for Investment		87%		13%
Deposits		86%		14%
Tangible Common Equity		84%		16%
Income Statement:
LTM Core Net Income(1)		87%		13%
2023 Estimated Earnings		85%		15%
2024 Estimated Earnings		87%		13%

			For the year ending December 31, 2023						For the year ending December 31, 2024
Net Income (in millions)				$	30.9					$	29.7

	For the year ending December 31, 2023			For the year ending December 31, 2024
EPS		$	2.77		$	2.64
Net Income (in millions)		$	29.5		$	28.0

	For the year ending December 31, 2023			For the year ending December 31, 2024
EPS		$	2.66		$	2.71
Net Income (in millions)		$	180.0		$	203.2

Name	Cash ($)(1)		Equity ($)(2)		Pension / NQDC ($)(3)		Perquisites / Benefits ($)		Total ($)(5)
Jeffrey V. Haley		4,105,535		632,986		—		100,000(4)		4,838,521
Jeffrey W. Farrar		1,586,499		291,830		47,776		—		1,878,329
Edward C. Martin		1,469,460		267,948		—		—		1,737,408
Rhonda P. Joyce		1,427,482		255,967		350,000		—		2,033,449
Alexander Jung		1,296,879		213,132		—		—		1,510,011

Name	Payments in Lieu of Severance ($)		Annual Bonus ($)		Total Cash ($)
Jeffrey V. Haley		3,745,535		360,000		4,105,535
Jeffrey W. Farrar		1,395,394		191,105		1,586,499
Edward C. Martin		1,294,560		174,900		1,469,460
Rhonda P. Joyce		1,256,857		170,625		1,427,482
Alexander Jung		1,142,379		154,500		1,296,879

			Selected Companies
	Atlantic Union		75th Percentile		Average		Median		25th Percentile
Tangible Common Equity / Tangible Assets		6.91%		8.68%		8.36%		8.40%		8.09%
CET1 Ratio		9.91%		12.53%		11.76%		11.68%		11.11%
Total Capital Ratio		13.76%		14.74%		14.37%		14.55%		14.40%
Loans Held for Investment / Deposits		88.6%		100.5%		88.1%		83.8%		82.2%
Loan Loss Reserve / Loans		0.80%		1.36%		1.20%		1.09%		1.03%
Nonperforming Assets / Loans + OREO(1)		0.20%		0.40%		0.52%		0.42%		0.53%
LTM Net Charge-offs / Average Loans		0.05%		0.03%		0.05%		0.03%		0.06%

			Selected Companies
	Atlantic Union		75th Percentile		Average		Median		25th Percentile
One-Year Stock Price Change		(13.7)%		(10.9)%		(20.2)%		(14.2)%		(23.9)%
Year-To-Date Stock Price Change		(19.4)%		(20.5)%		(29.8)%		(25.7)%		(26.7)%
Price / Tangible Book Value per Share		170%		160%		135%		136%		129%
Price / LTM EPS		10.5x		10.7x		10.1x		9.5x		8.5x
Price / 2023 EPS Estimate		11.3x		12.0x		10.8x		11.3x		9.5x
Price / 2024 EPS Estimate		11.1x		11.5x		10.7x		10.5x		9.2x
Dividend Yield(1)		4.0%		5.0%		3.8%		3.3%		2.6%
MRQ Dividend Payout Ratio(1)		68.7%		57.7%		49.8%		48.1%		29.8%

			Selected Companies
	American National		75th Percentile		Average		Median		25th Percentile
Tangible Common Equity / Tangible Assets		8.06%		9.21%		8.25%		8.13%		7.37%
CET1 Ratio		11.75%		12.97%		12.18%		11.67%		10.38%
Total Capital Ratio		13.93%		15.21%		14.48%		14.09%		13.46%
Loans Held For Investment / Deposits		84.2%		93.9%		87.6%		89.0%		83.0%
Loan Loss Reserve / Loans		1.13%		1.32%		1.29%		1.18%		1.03%
Nonperforming Assets / Loans + OREO(1)		0.09%		0.14%		0.49%		0.40%		0.60%
LTM Net Charge-offs / Average Loans		0.05%		(0.00)%		0.12%		0.02%		0.20%

			Selected Companies
	American National		75th Percentile		Average		Median		25th Percentile
One-Year Stock Price Change		(13.7)%		2.3%		(12.8)%		(14.3)%		(27.3)%
Year-To-Date Stock Price Change		(17.6)%		(4.5)%		(20.2)%		(24.4)%		(38.6)%
Price / Tangible Book Value per Share		137%		125%		113%		109%		97%
Price / LTM EPS		9.6x		11.1x		9.6x		9.3x		7.8x
Price / 2023 EPS Estimate		10.9x		11.2x		10.0x		9.8x		8.5x
Price / 2024 EPS Estimate		11.8x		10.2x		9.4x		9.3x		8.0x
Dividend Yield(1)		3.9%		3.8%		2.9%		3.2%		1.7%
MRQ Dividend Payout Ratio(1)		34.8%		37.8%		31.3%		24.3%		14.0%

	As of June 30, 2023 (unaudited)
(Dollars in thousands)	Atlantic Union (As reported)			American National (As reported)			Merger Pro Forma Adjustments			Note 2	Pro Forma Combined
Assets
Cash and cash equivalents		$	428,267		$	113,054		$	—			$	541,321
Securities available for sale, at fair value			2,182,448			560,707			—				2,743,155
Other securities			960,788			9,332			—				970,120
Loans held for sale			10,327			4,048			—				14,375
Loans held for investment, net of deferred fees and costs			15,066,930			2,244,464			(140,752)	[a]			17,170,642
Less: allowance for credit losses			120,683			25,342			(1,322)	[b]			144,703
Total loans held for investment, net			14,946,247			2,219,122			(139,430)				17,025,939
Premises and equipment, net			114,786			32,443			8,376	[c]			155,605
Goodwill			925,211			85,048			100,651	[d]			1,110,910
Amortizable intangibles, net			23,469			2,812			91,880	[e]			118,161
Bank owned life insurance			446,441			30,022			—				476,463
Other assets			564,348			56,575			6,547	[f]			627,470
Total assets		$	20,602,332		$	3,113,163		$	68,024			$	23,783,519
Liabilities
Noninterest-bearing demand deposits		$	4,310,306		$	885,237		$	—			$	5,195,543
Interest-bearing deposits			12,101,681			1,766,679			(8,180)	[g]			13,860,180
Total deposits			16,411,987			2,651,916			(8,180)				19,055,723
Short-term borrowings			929,861			87,886			—				1,017,747
Long-term borrowings			390,440			28,384			(5,556)	[h]			413,268
Other liabilities			445,574			16,887			9,638	[i]			472,099
Total liabilities			18,177,862			2,785,073			(4,098)				20,958,837
Shareholders’ equity
Preferred stock			173			—			—				173
Common stock			99,088			10,535			8,541	[j], [k]			118,164
Additional paid-in capital			1,776,494			141,954			260,509	[j], [k]			2,178,957
Retained earnings			959,582			229,363			(250,690)	[b], [j], [i]			938,255
Accumulated other comprehensive loss			(410,867)			(53,762)			53,762	[j]			(410,867)
Total shareholders’ equity			2,424,470			328,090			72,122				2,824,682
Total liabilities and shareholders’ equity		$	20,602,322		$	3,113,163		$	68,024			$	23,783,519

	For the Six Months Ended June 30, 2023 (unaudited)
(Dollars in thousands, except per share data)	Atlantic Union (As reported)			American National (As reported)			Merger Pro Forma Adjustments			Note 2	Pro Forma Combined
Interest and dividend income
Interest and fees on loans		$	395,165		$	50,964		$	21,734	[l]		$	467,863
Interest and dividends on securities:
Taxable			32,317			5,657			8,074	[m]			46,048
Nontaxable			17,804			91			28	[m]			17,923
Other interest income			2,507			1,021			—				3,528
Total interest and dividend income			447,793			57,733			29,836				535,362
Interest expense
Interest on deposits			117,100			10,093			—				127,193
Interest on borrowings			25,165			3,268			231	[o]			28,664
Total interest expense			142,265			13,361			231				155,857
Net interest income			305,528			44,372			29,605				379,505
Provision for credit losses			17,920			597			—				18,517
Net interest income after provision for credit losses			287,608			43,775			29,605				360,988
Noninterest income			33,824			8,727			(2,074)	[p], [u]			40,477
Noninterest expense
Salaries and benefits			122,547			17,472			—				140,019
Amortization of intangible assets			4,494			555			7,320	[q]			12,369
Other expenses			86,893			13,803			(620)	[r], [u]			100,076
Total noninterest expenses			213,934			31,830			6,700				252,464
Income before income taxes			107,498			20,672			20,831				149,001
Income tax expense			16,604			4,375			4,375	[s]			25,354
Net income			90,894			16,297			16,456				123,647
Dividends on preferred stock			5,934			—			—				5,934
Net income available to common shareholders		$	84,960		$	16,297		$	16,456			$	117,713
Basic earnings per common share		$	1.13		$	1.53						$	1.32
Diluted earnings per common share		$	1.13		$	1.53						$	1.32
Basic weighted average common shares outstanding			74,914,247			10,627,052			3,719,468	[t]			89,260,767
Diluted weighted average common shares outstanding			74,915,977			10,628,751			3,720,063	[t]			89,264,791

	For the Year Ended December 31, 2022 (unaudited)
(Dollars in thousands, except per share data)	Atlantic Union (As reported)			American National (As reported)			Merger Pro Forma Adjustments			Note 2	Pro Forma Combined
Interest and dividend income
Interest and fees on loans		$	555,614		$	82,568		$	60,026	[l]		$	698,208
Interest and dividends on securities:
Taxable			59,306			10,538			19,376	[m]			89,220
Nontaxable			42,903			407			68	[m]			43,378
Other interest income			2,612			2,491			—				5,103
Total interest and dividend income			660,435			96,004			79,470				835,909
Interest expense
Interest on deposits			56,201			3,553			8,180	[n]			67,934
Interest on borrowings			19,973			2,213			463	[o]			22,649
Total interest expense			76,174			5,766			8,643				90,583
Net interest income			584,261			90,238			70,827				745,326
Provision for credit losses			19,028			1,597			—				20,625
Net interest income after provision for credit losses			565,233			88,641			70,827				724,701
Noninterest income			118,523			18,807			(3,775)	[p], [u]			133,555
Noninterest expense
Salaries and benefits			228,926			36,382			—				265,308
Amortization of intangible assets			10,815			1,260			16,125	[q]			28,200
Other expenses			164,061			26,444			(869)	[r], [u]			189,636
Total noninterest expenses			403,802			64,086			15,256				483,144
Income before income taxes			279,954			43,362			51,796				375,112
Income tax expense			45,444			8,934			10,877	[s]			65,255
Net income			234,510			34,428			40,919				309,857
Dividends on preferred stock			11,868			—			—				11,868
Net income available to common shareholders		$	222,642		$	34,428		$	40,919			$	297,989
Basic earnings per common share		$	2.97		$	3.23						$	3.33
Diluted earnings per common share		$	2.97		$	3.23						$	3.33
Basic weighted average common shares outstanding			74,949,109			10,672,314			3,735,310	[t]			89,356,733
Diluted weighted average common shares outstanding			74,953,398			10,674,613			3,736,115	[t]			89,364,126

(Dollars in thousands)	June 30, 2023
Credit mark – acquired non-PCD loans		$	(21,050)
Credit mark – acquired PCD loans			(4,300)
Interest rate mark – acquired loans			(119,702)
Net fair value adjustments			(145,052)
Gross up of PCD loans			4,300
Cumulative pro forma adjustments to loans held for investment, net of deferred fees and costs		$	(140,752)

(Dollars in thousands)	June 30, 2023
Reversal of American National’s existing ACL		$	(25,342)
Estimate of lifetime credit losses for PCD loans			4,300
CECL ACL for non-PCD loans			19,720
Cumulative pro forma adjustment to allowance for credit losses		$	(1,322)

			(Dollars in thousands)
Purchase price:
Fair value of shares of Atlantic Union common stock issued				$	421,539
Total pro forma purchase price				$	421,539
Fair value of assets acquired:
Cash and cash equivalents	$	113,054
Securities		570,039
Loans held for sale		4,048
Net loans held for investment		2,099,412
Premises and equipment		40,819
Amortizable intangibles		94,692
Other assets		89,003
Total assets		3,011,067
Fair value of liabilities assumed:
Deposits		2,643,736
Short-term borrowings		87,886
Long-term borrowings		22,828
Other liabilities		20,777
Total liabilities	$	2,775,227
Net assets acquired				$	235,840
Preliminary pro forma goodwill				$	185,699

	Purchase Price			Estimated Goodwill
Up 10%		$	463,693		$	227,853
As presented in pro forma			421,539			185,699
Down 10%			379,385			143,545

	American National	Atlantic Union
Capitalization:	Under the American National articles, American National is authorized to issue 20,000,000 shares of common stock and 2,000,000 shares of serial preferred stock. As of the record date, there were issued and outstanding 10,629,111 shares of American National common stock and no shares of serial preferred stock.	Under the Atlantic Union articles, Atlantic Union is authorized to issue 200,000,000 shares of common stock, and 500,000 shares of serial preferred stock.
Corporate Governance:	The rights of American National shareholders are governed by Virginia law, the American National articles and the American National bylaws.	The rights of Atlantic Union shareholders are governed by Virginia law, the Atlantic Union articles and the Atlantic Union bylaws.
Board of Directors:	The VSCA requires that a corporation have at least one director and permits the number of directors to be specified in or fixed in accordance with the bylaws or articles of incorporation. Directors are elected at a corporation’s first annual shareholders’ meeting and at each annual meeting thereafter unless their terms are staggered. The American National articles provide that the number of directors will be set forth in the American National bylaws, but such number cannot be increased by more than two during any 12-month period except by the affirmative vote of holders of 80% of all shares of voting stock of American National. Subject to such restriction, the American National board of directors has the power to amend American National bylaws to	The VSCA requires that a corporation have at least one director and permits the number of directors to be specified in or fixed in accordance with the bylaws or articles of incorporation. Directors are elected at a corporation’s first annual shareholders’ meeting and at each annual meeting thereafter unless their terms are staggered. The Atlantic Union bylaws provide that the number of directors is fixed, from time to time, by the Atlantic Union board of directors in accordance with the Atlantic Union articles. The Atlantic Union articles provide that each director is elected annually by the Atlantic Union shareholders to serve a one-year term to expire at the following annual meeting of shareholders or until his or her successor is duly elected and

	American National	Atlantic Union
	increase or decrease the number of directors. The American National bylaws currently provide that the American National board of directors will consist of 13 directors. The American National articles provide that the board be divided into three classes, apportioned as evenly as possible, with directors serving staggered three-year terms.	qualified. There are currently 11 directors on the Atlantic Union board of directors.
Election and Removal of Directors:	Under Virginia law, unless otherwise provided in the articles of incorporation or the bylaws, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. The American National articles and bylaws do not modify this vote standard. The American National articles do not permit shareholders to cumulate their votes for directors. Virginia law provides that the shareholders may remove one or more directors with or without cause, unless the articles of incorporation or bylaws provide that directors may be removed only with cause. The American National articles provide that directors of American National may be removed by American National shareholders, with or without cause, with the affirmative vote of the holders of at least 80% of the outstanding shares of American National common stock.	Under Virginia law, unless otherwise provided in the articles of incorporation or the bylaws, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. The Atlantic Union bylaws provide directors are elected by a majority of the votes cast, provided, that, if the number of nominees for director exceeds the number of directors to be elected, directors will be elected by a plurality of the votes cast. The Atlantic Union articles do not permit shareholders to cumulate their votes for directors. Virginia law provides that the shareholders may remove one or more directors with or without cause, unless the articles of incorporation or bylaws provide that directors may be removed only with cause. The Atlantic Union articles provide that directors of Atlantic Union may be removed by Atlantic Union shareholders only for cause and with the affirmative vote of at least two-thirds of the outstanding shares entitled to vote.
Board Vacancies:	Under Virginia law, unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the shareholders may fill the vacancy, the board of directors may fill the vacancy, or if the directors remaining in office are fewer than a quorum of the board,	Under Virginia law, unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the shareholders may fill the vacancy, the board of directors may fill the vacancy, or if the directors remaining in office are fewer than a quorum of the board,

	American National	Atlantic Union
	they may fill the vacancy by the affirmative vote of a majority of the directors remaining in office. Under the American National articles, if the office of any director becomes vacant (including a vacancy resulting from an increase in the number of directors by not more than two), the remaining directors then in office, whether or not a quorum, may by majority vote choose a successor who will hold office until the next annual meeting. In such event, if applicable, the successor elected will hold office for a term that will coincide with the remaining term of the class of directors to which that person has been elected.	they may fill the vacancy by the affirmative vote of a majority of the directors remaining in office. Under the Atlantic Union articles, if the office of any director becomes vacant (including a vacancy resulting from an increase in the number of directors), the remaining directors then in office, whether or not a quorum, may by majority vote choose a successor who will hold office until the next annual meeting. In such event, if applicable, the successor elected will hold office for a term that will coincide with the remaining term of the class of directors to which that person has been elected.
Vote Required for Certain Shareholder Actions and Quorum Requirement:	The VSCA provides that, except for the election of directors, the affirmative vote of majority of all votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting, unless the articles of incorporation provide otherwise. The VSCA also provides that, unless a corporation’s articles of incorporation provide for a greater or lesser vote, certain significant corporate actions must be approved by the affirmative vote of more than two-thirds of all the votes entitled to be cast on the matter. Certain corporate actions requiring a more than two-thirds vote include: adoption of plans of merger or share exchange; sales of all or substantially all of a corporation’s assets other than in the ordinary course of business; and adoption of plans of dissolution. The VSCA provides that a corporation’s articles may either increase the vote required to approve those actions or may decrease the vote required to not less than a majority of all the votes cast by each voting group entitled to vote at a meeting at which a quorum of the voting group exists. The American National articles	The VSCA provides that, except for the election of directors, the affirmative vote of majority of all votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting, unless the articles of incorporation provide otherwise. The VSCA also provides that, unless a corporation’s articles of incorporation provide for a greater or lesser vote, certain significant corporate actions must be approved by the affirmative vote of more than two-thirds of all the votes entitled to be cast on the matter. Certain corporate actions requiring a more than two-thirds vote include: adoption of plans of merger or share exchange; sales of all or substantially all of a corporation’s assets other than in the ordinary course of business; and adoption of plans of dissolution. The VSCA provides that a corporation’s articles may either increase the vote required to approve those actions or may decrease the vote required to not less than a majority of all the votes cast by each voting group entitled to vote at a meeting at which a quorum of the voting group exists. The Atlantic Union articles provide

	American National	Atlantic Union
	provide that the actions set out above must be approved by a vote of 80% of all votes entitled to be cast on such transactions by each voting group entitled to vote on the transaction when the other party to the transaction owns more than 25% of American National’s outstanding voting stock, unless certain conditions are met. If a transaction does not involve a holder of more than 25% of American National’s outstanding voting stock, the VSCA vote standard applies, and the transaction must be approved by the vote of more than two-thirds of the votes entitled to be cast. The American National bylaws provide that holders of its common stock have the right to one vote for each share of common stock in their name. The VSCA provides that, unless a corporation’s articles of incorporation or the VSCA provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. The American National articles do not modify this requirement for quorum.	that the actions set out above must be approved by a majority of all votes entitled to be cast on the transaction by each voting group entitled to vote at a meeting at which a quorum of the voting group is present, provided that the transaction has been approved and recommended by at least two-thirds of the directors in office at the time of such approval and recommendation. If the transaction is not so approved and recommended, then the transaction must be approved by the vote of 80% or more of all the votes entitled to be cast on such transactions by each voting group entitled to vote on the transaction. The Atlantic Union bylaws provide that holders of its common stock have the right to one vote for each share of common stock in their name. The VSCA provides that, unless a corporation’s articles of incorporation or the VSCA provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. The Atlantic Union articles do not modify this requirement for quorum.
Amendment of Articles of Incorporation:	The VSCA generally requires that in order for an amendment to the articles of incorporation to be adopted it must be approved by each voting group entitled to vote on the proposed amendment by more than two-thirds of all the votes entitled to be cast by that voting group, unless the VSCA otherwise requires a greater vote, or the articles of incorporation provide for a greater or lesser vote, or a vote by separate voting groups. However, under the VSCA, no amendment to the articles of incorporation may be approved by a vote that is less than a majority of all the votes cast on the amendment by each voting group entitled to vote at a meeting at which a quorum of the voting group exists.	The VSCA generally requires that in order for an amendment to the articles of incorporation to be adopted it must be approved by each voting group entitled to vote on the proposed amendment by more than two-thirds of all the votes entitled to be cast by that voting group, unless the VSCA otherwise requires a greater vote, or the articles of incorporation provide for a greater or lesser vote, or a vote by separate voting groups. However, under the VSCA, no amendment to the articles of incorporation may be approved by a vote that is less than a majority of all the votes cast on the amendment by each voting group entitled to vote at a meeting at which a quorum of the voting group exists.

	American National	Atlantic Union
	The American National articles provide that an amendment or restatement of its articles of incorporation, other than an amendment or restatement that amends or affects the shareholder vote required by the VSCA to approve a merger, statutory share exchange, sale of all or substantially all of its assets or its dissolution or as expressly otherwise required by the articles of incorporation, must be approved by a majority of the votes entitled to be cast by each voting group entitled to vote on the matter. No amendment to the American National articles may change, repeal or make inoperative any of the provisions relating to cumulative voting, directors or voting requirements for certain business combinations, unless such amendment receives the affirmative vote of the holders of 80% of all shares of its voting stock; provided, however, that if such amendment has been unanimously recommended to shareholders by its board of directors (i) at a time when no other entity beneficially owns or, to the knowledge of any director, proposes to acquire 25% or more of American National’s voting stock, or (ii) if all such directors are “continuing directors” as defined in the American National articles, such amendment need only be approved by a majority of the votes entitled to be cast by each voting group entitled to vote on the matter.	The Atlantic Union articles provide that an amendment to the Atlantic Union articles must be approved by a majority of all the votes entitled to be cast on the amendment by each voting group entitled to vote at a meeting at which a quorum of the voting group is present, provided that the amendment has been approved and recommended by at least two-thirds of the directors in office at the time of such approval and recommendation. If the amendment is not so approved and recommended, then the amendment must be approved by the affirmative vote of 80% or more of all of the votes entitled to be cast on such amendment by each voting group entitled to vote.
Amendment of Bylaws:	Under the VSCA, unless another process is set forth in a corporation’s articles of incorporation or bylaws, a majority of the directors (except to the extent authority to amend the bylaws is reserved by the VSCA), or, if a quorum exists at a meeting of shareholders, a majority of the shareholders present and entitled to vote may adopt, amend or repeal the bylaws.	Under the VSCA, unless another process is set forth in a corporation’s articles of incorporation or bylaws, a majority of the directors (except to the extent authority to amend the bylaws is reserved by the VSCA), or, if a quorum exists at a meeting of shareholders, a majority of the shareholders present and entitled to vote may adopt, amend or repeal the bylaws.

	American National	Atlantic Union
	The American National bylaws may be amended, altered, or repealed by an affirmative vote of a majority of the board of directors at any regular or special meeting thereof. American National shareholders have the power to amend, alter, or repeal any bylaws and to enact bylaws which, if so expressed by the shareholders, may not be amended or repealed by the American National board of directors.	The Atlantic Union bylaws may be amended, altered, or repealed by the board of directors. Atlantic Union shareholders have the power to rescind, alter, amend, or repeal any bylaws and to enact bylaws which, if so expressed by the shareholders, may not be rescinded, altered, amended, or repealed by the Atlantic Union board of directors.
Special Meetings of Shareholders:	Virginia law provides that special meetings of the shareholders may be called by the chairman of the board of directors, the president, or the person or persons authorized to do so by the articles of incorporation or bylaws. The American National bylaws provide that except as otherwise specifically provided by applicable law, special meetings of the shareholders may be called for any purpose at any time by the American National board of directors or by any shareholder at the written request of at least 10% of the shares entitled to vote at the meeting. Every such special meeting, unless otherwise provided by law, must be called by mailing, postage prepaid, not less than ten days before the date fixed for such meeting, to each shareholder at the shareholder’s address, notice stating the time, place (or, in the case of a virtual-only meeting, stating that the meeting shall be held at no physical place but solely by means of remote communication) and purpose of the meeting.	Virginia law provides that special meetings of the shareholders may be called by the chairman of the board of directors, the president, or the person or persons authorized to do so by the articles of incorporation or bylaws. The Atlantic Union bylaws provide that except as otherwise specifically provided by applicable law, any special meeting of the shareholders will be held only upon the call of the Chairman or Vice Chairman of the Atlantic Union board of directors, if any, the CEO, the President, the Atlantic Union board of directors or the Atlantic Union board of directors’ Executive Committee. Written notice stating the place, date, and time of any special meeting of the shareholders, and the purpose or purposes for which the meeting is called, will be given to each shareholder of record entitled to vote at the meeting not less than ten nor more than 60 days previous thereto (except as otherwise required or permitted by law) either personally, by mail, or by such other manner as permitted or required by applicable law, by or at the direction of the Chairman or Vice Chairman of the Atlantic Union board of directors, the CEO, the President, the Secretary, or by the persons calling the meeting.

			American National			Atlantic Union
Nomination of Directors:			The VSCA provides that a corporation’s articles of incorporation or bylaws may prescribe qualifications for directors or qualifications to be nominated as directors. The American National bylaws provide that any shareholder entitled to vote for the election of directors at the applicable meeting of shareholders may nominate an individual for election to the board by providing a written notice delivered or mailed to and received by American National’s corporate secretary not less than 120 days before the first anniversary of the date of American National’s proxy statement in connection with the last annual meeting. Such notice must set forth (i) the name and record address of such shareholder, (ii) the class, series and number of American National’s shares that are owned beneficially and of record by such shareholder, (iii) a description of all agreements, arrangements and understandings between such shareholder and the shareholder’s nominee with respect to the nominee’s service or duties as a nominee or director of American National, including, but not limited to, any direct or indirect confidentiality, compensation, reimbursement or indemnification arrangement in connection with such nominee’s service or action as a nominee or director or any commitment or assurance as to how such nominee will act or vote on any matter, and (iv) any other information as reasonably requested by American National. Each such shareholder’s notice must also set forth (i) the name, age, business address and, if known, residence address of each shareholder nominee, (ii) the principal occupation or employment of each shareholder nominee, (iii) the class and number of shares of stock of American National that are owned beneficially and of record by each shareholder nominee, (iv) any other information relating to each shareholder nominee that is			The VSCA provides that a corporation’s articles of incorporation or bylaws may prescribe qualifications for directors or qualifications to be nominated as directors. The Atlantic Union bylaws provide that nominations for election to the Atlantic Union board of directors may be made by shareholders in accordance with the following procedures: nominations for the election of directors must be (i) specified in the notice of meeting (or any supplement thereto), (ii) made by or at the direction of the board of directors or (iii) provided that the board of directors has determined that directors will be elected at a meeting, by any Atlantic Union shareholder who is a shareholder of record on the date of the notice and, at the time of the such meeting, is entitled to vote at such meeting. The Atlantic Union bylaws state that no person who is age 72 or older will be eligible to serve on the Atlantic Union board of directors after the annual meeting following his or her 72nd birthday (except for individuals that the Atlantic Union board of directors determines are exempt from this limitation). A written notice of such nomination by a shareholder must be delivered or mailed to and received by Atlantic Union’s Corporate Secretary at the principal office of Atlantic Union not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the commencement of the preceding year’s annual meeting; provided, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, the notice must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual

			American National			Atlantic Union
			required to be disclosed in solicitations of proxies for election of directors or is otherwise required to be disclosed under the VSCA or applicable listing standards of the primary exchange on which American National’s capital stock is listed or by the rules and regulations of the SEC promulgated under the Exchange Act, including any proxy statement filed pursuant thereto (in each case, assuming the election is contested), (v) a representation as to whether the shareholder, the beneficial owner, if any, or any associated person intends to solicit proxies in support of director nominees other than those nominated by the American National board of directors in compliance with the requirements of Rule 14a-19(b) under the Exchange Act, including a statement that the shareholder, the beneficial owner, if any, or any associated person intends to solicit the holders of shares representing at least 67% of the voting power of the shares entitled to vote in the election of directors, and (vi) the written consent of such shareholder nominee to be named in the proxy statement as a nominee and to serve as a director if elected for the full term.			meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by Atlantic Union. To be in proper form, such notice must set forth, • as to each person whom the shareholder proposes to nominate for election as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person (currently and for the past five years), (iii) the class or series and number of shares of capital stock of Atlantic Union which are owned beneficially and of record by such person, (iv) a questionnaire (provided by Atlantic Union’s Corporate Secretary upon request) completed by the nominee that enquires into such person’s independence, (v) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, (vi) an agreement providing that the person is not party to a voting commitment that has not been disclosed to Atlantic Union and will not become party to any agreement that would interfere with the person’s fiduciary duties under applicable law, and such person will comply with all applicable Atlantic Union publicly disclosed Corporate Governance Guidelines and (vii) any other information relating to such person that would be required to be disclosed in connection with a solicitation of proxies for election of directors in a contested election, or is otherwise required, in each case under and in accordance with Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and Atlantic Union may require any proposed nominee to furnish such other information as may reasonably be required by

			American National			Atlantic Union
						Atlantic Union to determine the eligibility of such proposed nominee to serve as an independent director of Atlantic Union or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee; • as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf each proposal or nomination is made: (i) the name and address of such shareholder, as they appear on Atlantic Union’s books, of such beneficial owner, if any, and of each associated person; (ii)(a) the class or series and number of shares of Atlantic Union which are, directly or indirectly owned beneficially and of record by such shareholder, such beneficial owner, if any, or any associated person, (b) any derivative instruments directly or indirectly owned beneficially by such shareholder, such beneficial owner and any associated person, (c) any proxy, contract, arrangement, understanding, or relationship pursuant to which such shareholder, such beneficial owner and any associated person has a right to vote any shares of any security of Atlantic Union, (d) any short interest in any security of Atlantic Union held, directly or indirectly, by such shareholder, such beneficial owner and any associated person, (e) any rights to dividends on the shares of Atlantic Union owned beneficially by such shareholder, such beneficial owner and any associated person that are separated or separable from the underlying shares of Atlantic Union, (f) any proportionate interest in shares of Atlantic Union or derivative instruments held, directly or indirectly, by a general or limited partnership or limited liability company in which such shareholder, such beneficial owner and any associated person is a general

	American National	Atlantic Union
		partner or manager or, directly or indirectly, beneficially owns an interest, and (g) any performance-related fees to which such shareholder, such beneficial owner and any associated person is entitled based on any increase or decrease in the value of shares of Atlantic Union or derivative instruments, if any, as of the date of such notice; (iii) any other information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (iv) a statement whether such shareholder or any other person known to the shareholder will deliver a proxy statement and form of proxy to holders of at least the percentage of Atlantic Union’s voting shares required under applicable law to carry the proposal or elect the nominee; and (v) a representation that the shareholder is a holder of record of stock of Atlantic Union entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make the nomination or propose such business specified in the notice from the floor of the meeting.
Shareholder Proposal of Business:	Under Rule 14a-8 under the Exchange Act, for a shareholder proposal to be considered for possible inclusion in the proxy statement for American National’s 2024 annual meeting of shareholders, notice of such proposal must be delivered or mailed to the principal offices of American National not less than 120 days prior to the anniversary date of the mailing date of American National’s proxy statement for the	Under Rule 14a-8 under the Exchange Act, for a shareholder proposal to be considered for possible inclusion in the proxy statement for Atlantic Union’s 2024 annual meeting of shareholders, notice of such proposal must be delivered or mailed to the principal offices of Atlantic Union not less than 120 days prior to the anniversary date of the mailing date of Atlantic Union’s proxy statement for the immediately

			American National			Atlantic Union
			immediately preceding annual meeting of shareholders. The American National bylaws provide that any shareholder entitled to vote at an annual meeting of shareholders may properly brought the shareholder proposal before the meeting if the shareholder gives timely notice thereof in writing to American National’s corporate secretary. For such notice to be timely if the shareholder proposal is to be included in American National’s proxy statement, the shareholder must comply with the applicable provisions of the federal securities laws, including Rule 14a-8 under the Exchange Act. For such notice to be timely if the shareholder proposal is not to be included in American National’s proxy statement, the notice must be in writing and delivered or mailed to and received by American National’s corporate secretary not less than 120 days before the first anniversary of the date of American National’s proxy statement in connection with the last annual meeting. A shareholder’s notice to the corporate secretary must set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the shareholder proposing such business, (iii) the class, series and number of American National’s shares that are owned beneficially and of record by the shareholder, (iv) any material interest of the shareholder in such business, and (v) any other information as reasonably requested by American National.			preceding annual meeting of shareholders. The Atlantic Union bylaws provide that any shareholder of record on the record date of such meeting entitled to vote thereat or a duly authorized proxy for such shareholder may propose business to be brought before an annual meeting of shareholders, but only if written notice is delivered or mailed to and received by Atlantic Union’s Corporate Secretary at the principal office of Atlantic Union not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the commencement of the preceding year’s annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by such shareholder must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by Atlantic Union. Such notice must set forth: (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any interest of such shareholder and beneficial owner, if any, in such business, (ii) the complete text of any resolutions intended to be presented at the meeting, and in the event that such business includes a proposal to amend the Atlantic Union bylaws, the language of the proposed amendment; and (iii) a description of all agreements, arrangements and understandings between such shareholder, beneficial owner, if any, and any (a) affiliate or person acting

	American National	Atlantic Union
		in concert with such shareholder or beneficial owner and (b) director, officer, employee, general partner or manager of such shareholder or beneficial owner or any such affiliate or person with which such shareholder or beneficial owner is acting in concert of such shareholder or beneficial owner, if any and any other person or persons (including their names) in connection with the proposal of such business by such shareholder.
Limitation of Director Liability; Indemnification:	The VSCA provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director or officer against liability incurred in the proceeding if the director conducted himself in good faith and believed, in the case of conduct in his official capacity with the corporation, that his conduct was in the corporation’s best interests, and in all other cases, that his conduct was at least not opposed to its best interests, and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The VSCA requires such indemnification when a director or, unless limited by a corporation’s articles of incorporation, officer entirely prevails in the defense of any proceeding to which he or she was a party because he or she is or was a director or officer of the corporation, and further provides that a corporation may make any other or further indemnity (including indemnity to a proceeding by or in the right of the corporation), and may make additional provision for advances and reimbursement of expenses, if authorized by its articles of incorporation or shareholder-adopted bylaw or resolution, except an indemnity against willful misconduct or a knowing violation of the criminal law. The VSCA establishes a statutory limit on liability of officers and directors of a	The VSCA provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director or officer against liability incurred in the proceeding if the director conducted himself in good faith and believed, in the case of conduct in his official capacity with the corporation, that his conduct was in the corporation’s best interests, and in all other cases, that his conduct was at least not opposed to its best interests, and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The VSCA requires such indemnification when a director or, unless limited by a corporation’s articles of incorporation, officer entirely prevails in the defense of any proceeding to which he or she was a party because he or she is or was a director or officer of the corporation, and further provides that a corporation may make any other or further indemnity (including indemnity to a proceeding by or in the right of the corporation), and may make additional provision for advances and reimbursement of expenses, if authorized by its articles of incorporation or shareholder-adopted bylaw or resolution, except an indemnity against willful misconduct or a knowing violation of the criminal law. The VSCA establishes a statutory limit on liability of officers and directors of a

			American National			Atlantic Union
			corporation for damages assessed against them in a suit brought by or in the right of the corporation or brought by or on behalf of shareholders of the corporation and authorizes a corporation to specify a lower monetary limit on liability (including the elimination of liability for monetary damages) in the corporation’s articles of incorporation or bylaws; however, the liability of an officer or director will not be limited if such officer or director engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law. The American National articles provide that, to the full extent permitted by the VSCA, American National is required to indemnify a director or officer who is or was a party to any proceeding by reason of the fact that he is or was such a director or officer or is or was serving at the request of American National as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. The American National board of directors is empowered, by a majority vote of a quorum of disinterested directors, to cause American National to indemnify or contract in advance to indemnify any person not specified in the preceding sentence by reason of having been an employee or agent of American National, or serving at the request of American National as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. The American National articles provide that, to the full extent permitted by the VSCA, a director or officer of American National will not be liable to American National or its shareholders for monetary damages.			corporation for damages assessed against them in a suit brought by or in the right of the corporation or brought by or on behalf of shareholders of the corporation and authorizes a corporation to specify a lower monetary limit on liability (including the elimination of liability for monetary damages) in the corporation’s articles of incorporation or bylaws; however, the liability of an officer or director will not be limited if such officer or director engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law. The Atlantic Union articles provide that, to the full extent permitted by the VSCA, Atlantic Union will indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of Atlantic Union or brought by or on behalf of shareholders of Atlantic Union, by reason of the fact that he or she is or was a director or officer of Atlantic Union, or (ii) any director or officer who is or was serving at the request of Atlantic Union as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him or her in connection with such proceeding unless he or she engaged in willful misconduct or a knowing violation of the criminal law. The Atlantic Union articles also provide that Atlantic Union will advance or reimburse the expenses incurred by any director or officer to whom indemnification is provided in such circumstances, provided that the individual signs an undertaking to repay any funds if it is ultimately determined that he or she is not entitled to indemnification or advancement of expenses.